Rubber Leaf Inc S-1/A, filed Dec 22, 2025

Rubber Leaf Inc (RLEA)

S-1/A 2025-12-22

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Added on October 25, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging Growth Company	☒

		Per Share		Total⁽¹⁾
Public offering price	$		$
Underwriting discounts and commissions⁽²⁾⁽³⁾	$		$
Proceeds, before expenses, to us	$		$

(1)	The amount of offering proceeds to us presented in this table does not give effect to any exercise of the underwriter’s over-allotment option (if any) we have granted to the underwriter as described above and includes $ of the gross proceeds of this offering raised from investors that are introduced directly or indirectly by any party or entity which is not the Company (including but without limitation Prime Number Capital LLC) and $ of the gross proceeds in this offering raised from investors that are introduced by the Company.

(2)	For gross proceeds of this offering raised from investors that are introduced directly or indirectly by any party or entity which is not the Company (including but without limitation Prime Number Capital LLC), the underwriting discount is equal to $ per share and for gross proceeds in this offering raised from investors that are introduced by the Company, the underwriting discount is equal to $ per share.

(3)	Does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering, payable to the Representative, or the reimbursement of certain expenses of the underwriters. See “Underwriting” beginning on page 77 of this prospectus for additional information regarding underwriting compensation.

ABOUT THIS PROSPECTUS	1
TRADEMARKS	1
MARKET DATA	1
PROSPECTUS SUMMARY	2
SUMMARY OF THE OFFERING	12
SUMMARY FINANCIAL DATA	13
RISK FACTORS	14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	37
USE OF PROCEEDS	37
DIVIDEND POLICY	38
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	38
CAPITALIZATION	39
DILUTION	40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	41
BUSINESS	52
MANAGEMENT	62
EXECUTIVE COMPENSATION	67
PRINCIPAL STOCKHOLDERS	71
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	72
DESCRIPTION OF SECURITIES	73
Shares Eligible for Future Sale	76
UNDERWRITING	77
EXPERTS	81
LEGAL MATTERS	81
WHERE YOU CAN FIND MORE INFORMATION	81
INDEX TO FINANCIAL STATEMENTS	F-1

	●	all references to “we,” “us,” “Rubber Leaf,” “RLI,” the “Company” or “our” refer to Rubber Leaf Inc, a Nevada corporation, United States;

	●	“RLSP” and “Former PRC Subsidiary” is referred to our former wholly owned subsidiary Rubber Leaf Sealing Products (Zhejiang) Co., Ltd., a foreign-owned company established in China;

	●	“RLHK” refers to our current wholly- owned subsidiary, Rubber Leaf Limited, a company incorporated in Hong Kong with limited liability;

	●	“PRC”,“China” and “Mainland China” refers to the People’s Republic of China, excluding, for the purpose of this prospectus, Taiwan and Hong Kong (as defined below) and Macau Special Administrative Region;

	●	“Hong Kong” or “HK” or “HKSAR” refers to the Hong Kong Special Administrative Region of the PRC

	●	“year” or “fiscal year” means the year ending December 31;

	●	“Renminbi” and “RMB” are to the legal currency of China;

	●	“HKD” is to the legal currency of Hong Kong; and

	●	all dollar or $ references, when used in this prospectus, refer to United States dollars.

	●	no shares of common stock have been issued pursuant to the Representative’s over-allotment option; and

	●	no shares of common stock have been issued pursuant to the Representative Warrants.

	1)	our operating subsidiary purchases raw materials and subcontracts production from third-party manufacturers for WIP. Once WIP is finished and delivered to the warehouse, our operating subsidiary oversights certain manual processes, such as welding and constructing in order to meet the specification of the purchase orders. The completion of the final products is contingent upon a rigorous quality inspection conducted by our operating subsidiary, ensuring they meet the highest standards.

	2)	our operating subsidiary purchases raw materials and subcontracts third party manufacturers to produce finished products. Our operating subsidiary will trace and observe each step of production undertaken by third-party manufacturers, with a primary focus on the final quality control step.

	●	Expand our customers base and strive for additional orders;

	●	Raise funds to support our operations and expand our capacities;

	●	Recruit talent to explore high technology (e.g., advanced technology in our industry, including, among other things, environmental friendly raw materials, etc.); and

	●	Provide outstanding product quality, customer service and rigid integrity in our business dealings.

	●	if we do not have or are unable to generate sufficient cash available to repay our secured debt obligations when they become due and payable, either upon maturity or in the event of a default, we may lose our rights to our assets, which could materially and adversely affect our liquidity and financial condition;

	●	many very large and well-funded companies have or are entering into various aspects of the automobile sealing products industry market that we are serving or that they are offering products and services that indirectly or directly compete with our proposed products and services. These factors could result in declining revenue, or inability to grow our business;

	●	a decline in general economic condition could lead to reduced consumer demand and could negatively impact our business operation and financial condition, which in turn could have a material adverse effect on our business, financial condition and results of operations;

	●	we rely substantially on our founder, Chief Executive Officer, President and Chairperson of the Board, Xingxiu Hua. We may be adversely affected if we lose her services or the services of other key personnel or are unable to attract and retain additional personnel;

	●	we have a high concentration of sales with one major customer, Shanghai Xinsen, which is the related party of our founder, Chief Executive Officer, President and Chairperson of the Board, Xingxiu Hua, and contributed approximately 100% and 86% of our total revenues for the years ended December 31, 2024 and December 31, 2023, respectively;

	●	Previously, we have a high concentration of purchases of raw materials from one major vendor, Shanghai Haozong, which is the related party of one of our directors. 100% and 95% of our total purchases for the years ended December 31, 2024 and December 31, 2023, respectively, was from Shanghai Haozong; and currently, we have a high concentration of purchases of raw materials from Yongliansen.

	●	we have engaged, and are likely to continue to engage, in certain transactions with related parties. These transactions are not negotiated on an arms’ length basis;

	●	we are a holding company and will rely on dividends paid by our subsidiary for our cash needs. Any limitation on the ability of our subsidiary to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our common stock;

	●	Our business could be negatively affected by rising inflation and interest rates. See “Risk Factors - Our business could be negatively affected by rising inflation and interest rates.” on page 15.

	●	any disruption in the supply chain of raw materials and our products could adversely impact our ability to produce and deliver products;

	●	investors in this offering will experience immediate and substantial dilution in net tangible book value;

	●	we have identified material weaknesses in our internal control over financial reporting. Failure to maintain effective internal controls could cause our investors to lose confidence in us and adversely affect the market price of our common stock. If our internal controls are not effective, we may not be able to accurately report our financial results or prevent fraud;

	●	our management will have broad discretion over the use of any net proceeds from this offering and you may not agree with how we use the proceeds, and the proceeds may not be invested successfully;

	●	we may issue preferred stock in different series with terms that could dilute the voting power or reduce the value of our common stock;

	●	the trading prices of our common stock could be volatile and could decline following this offering at a time when you want to sell your holdings;

	●	we currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock; and

	●	because we initially became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms;

	●	if listed, we may not be able to satisfy the listing requirements of Nasdaq to maintain a listing of our common stock;

	●	we are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors, and make it more difficult to raise capital as and when we need it; and

	●	the elimination of personal liability against our directors and officers under Nevada law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses.

	●	being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

	●	not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting;

	●	not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

	●	reduced disclosure obligations regarding executive compensation; and

	●	not being required to hold a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Issuer	Rubber Leaf Inc

Shares offered by us	6,250,000 shares of common stock, par value $0.001 per share

Common stock outstanding prior to the offering⁽¹⁾	41,109,458 shares

Common stock to be outstanding after the offering⁽²⁾	47,359,458 shares (48,296,958 shares if the underwriters exercise their option to purchase additional shares in full).

Over-allotment option	We have granted the underwriters a 45-day option to purchase up to an aggregate of 937,500 additional shares of common stock less underwriting discounts and commissions, on the same terms as set forth in this prospectus, solely to cover over-allotments, if any.

Use of Proceeds	As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. However, we currently intend to use the net proceeds to us from this offering to construct a factory, expand our product lines, purchase equipment and for general corporate purposes, including working capital. See “Use of Proceeds” beginning on page 37.

Proposed Listing	We have applied to have our common stock listed on The Nasdaq Capital Market under the symbol “RLEA,” which listing is a condition to this offering.

Representative Warrants	Upon the closing of this offering, we have agreed to issue to the Representative, warrants that will expire on the fifth anniversary of the commencement date of sales in this offering, entitling the Representative to purchase 5% of the number of shares of common stock sold in this offering. The registration statement of which this prospectus is a part also covers the Representative Warrants and the shares of common stock issuable upon the exercise thereof. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”

Lock-up agreements	Certain of our executive officers and directors have agreed with the underwriters not to sell, transfer or dispose of any shares or similar securities for 180 days following the effective date of the registration statement for this offering without the prior written consent of the Representative. Any other holders of 5% or more of the outstanding shares of our common stock have also agreed with the underwriters not to sell, transfer or dispose of any shares or similar securities for 180 days following the effective date of the registration statement for this offering without the prior written consent of the Representative. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”

Transfer Agent	West Coast Stock Transfer, Inc.

Risk Factors	You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 14 of this prospectus before deciding whether or not to invest in shares of our common stock.

	Years Ended
	December 31,
	2024			2023
Revenues	$	6,929,706		$	9,990,150
Operating & administration expenses		1,060,857			797,208
Income (loss) from operations		(1,800,400	)		(1,153,209	)
Other income (expense), net		(411,837	)		(228,868	)
Net income (loss) before income taxes		(2,212,237	)		(1,382,077	)
Basic and diluted income (loss) per share	$	(0.05	)	$	(0.03	)
Weighted average shares of common stock outstanding		41,109,458			41,014,936

	As of December 31,
	2024			2023
Consolidated Balance Sheet Data
Total current assets	$	9,932,284		$	8,775,183
Total assets		21,698,128			19,837,769
Total current liabilities		24,195,684			20,075,328
Total liabilities		24,195,684			20,095,874
Total stockholders’ equity	$	(2,497,556	)	$	(258,105	)

	●	delay or impede our development;

	●	result in negative publicity or increase our operating costs;

	●	require significant management time and attention;

	●	cause devaluation of our securities or delisting; and

	●	subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business operations.

	●	cultural and language differences;

	●	limited brand recognition;

	●	different employment laws and rules, employment or service contracts, and social and cultural factors that could result in employee turnover, lower utilization rates, higher costs and cyclical fluctuations in utilization that could adversely affect financial and operating results;

	●	foreign currency disruptions and currency fluctuations between the Hong Kong Dollar and foreign currencies that could adversely affect financial and operating results;

	●	different legal and regulatory requirements and other barriers to conducting business;

	●	greater difficulties in resolving the collection of receivables when legal proceedings are necessary;

	●	greater difficulties in managing our non-Hong Kong operations, including client relationships, in certain locations;

	●	disparate systems, policies, procedures and processes;

	●	failure to comply with the FCPA and anti-bribery laws of other jurisdictions;

	●	higher operating costs;

	●	longer sales and/or collections cycles;

	●	potential restrictions or adverse tax consequences for the repatriation of foreign earnings, such as trapped foreign losses and importation or withholding taxes;

	●	different or less stable political and/or economic environments;

	●	conflicts between and among the Hong Kong and countries in which we conduct business, including those arising from trade disputes or disruptions, the termination or suspension of treaties, or boycotts; and

	●	civil disturbances or other catastrophic events that reduce business activity.

	●	investigations, enforcement actions, and sanctions;

	●	court orders for confiscation of proceeds or assets, fines and damages;

	●	civil and criminal penalties or injunctions;

	●	claims for damages by our customers or business partners; and

	●	failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations;

	●	quarterly variations in our results of operations or those of our competitors;

	●	announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;

	●	intellectual property infringements;

	●	our ability to develop and market new and enhanced products on a timely basis;

	●	commencement of, or our involvement in, litigation;

	●	major changes in our Board or management;

	●	changes in PRC governmental regulations and laws;

	●	changes in earnings estimates or recommendations by securities analysts;

	●	the impact of any future COVID-19 outbreak on capital markets;

	●	our failure to generate material revenues;

	●	our public disclosure of the terms of this financing and any financing which we consummate in the future;

	●	any acquisitions we may consummate;

	●	short selling activities;

	●	changes in market valuations of similar companies;

	●	changes in our capital structure, such as future issuances of securities or the incurrence of debt;

	●	changes in the prices of commodities associated with our business; and

	●	general economic conditions and slow or negative growth of end markets.

	●	our ability to effectively operate our business segments;

	●	our ability to manage our research, development, expansion, growth and operating expenses;

	●	our ability to evaluate and measure our business, prospects and performance metrics;

	●	our ability to compete, directly and indirectly, and succeed in our industry;

	●	our ability to respond and adapt to changes in technology;

	●	our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and

	●	other factors (including the risks contained in the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results of operations.

Description	Amount
Working capital and liquidity reserves	$	8,000,000
Supply-chain and QC integration	$	5,000,000
Technical capability and testing (third party)	$	3,500,000
Customer expansion and market development	$	3,000,000
Strategic partnership support and tooling cooperation	$	2,500,000
Total	$	22,000,000

	●	on an actual basis; and

	●	on a pro forma basis to reflect our receipt of the net proceeds from our sale and issuance of 6,250,000 shares of common stock in this offering at an assumed public offering price of $4.00 per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Actual⁽¹⁾			Pro Forma⁽²⁾
Cash	$	12,273		$	22,012,273
Total Assets	$	21,698,128		$	43,698,128
Total Current Liabilities	$	24,195,684			24,195,684

Stockholders’ equity:
Common stock, $0.001 par value, 100,000,000 shares authorized, 41,109,458 shares issued and outstanding, actual; 100,000,000 shares authorized, 44,109,458 shares issued and outstanding, pro forma.		41,110			47,359
Preferred stock, $0.0001 par value, 40,000,000 shares authorized, 0 shares issued and outstanding, actual; 40,000,000 shares authorized, 0 shares issued and outstanding, pro forma.		-			-
Additional paid-in capital		2,799,035			27,792,785
Retained earnings (deficit)		(5,421,529	)		(8,221,59	)
Total stockholders’ equity		(2,497,556	)		19,618,615
Total capitalization	$	21,698,128		$	43,814,299

(1)	As of December 31, 2024.

(2)	The number of issued and outstanding shares as of December 31, 2024 on a pro forma as adjusted basis reflects our receipt of the net proceeds of approximately $22 million resulting from our sale and issuance of 6,250,000 shares of common stock in this offering at an assumed public offering price of $4.00 per share of common stock for net proceeds of $22 million after deducting approximately $2.8 million of estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Assumed public offering price per share				$	4.00
Historical net tangible book value (deficit) per share as of December 31, 2024	$	(0.13	)
Increase in net tangible book value per share after giving effect to the offering		0.47
Pro forma net tangible book value (deficit) per share as of December 31, 2024		0.34
Dilution in net tangible book value per share to new investors				$	3.66

	Shares Purchased					Total Consideration
	Number		Percent			Amount		Percent			Per Share
Existing stockholders		41,109,458		86.8	%	$	2,840,145		10.20	%	$	0.07
New Investors		6,250,000		13.2	%	$	25,000,000		89.80	%	$	4.00
		47,359,458		100	%	$	27,840,145		100	%	$	40.59

	For the year ended December 31,
	2024			2023			Changes

Sales	$	5,245		$	1,396,152		$	(1,390,907	)
Sales-related parties		6,924,461			8,593,998			(1,669,537	)
Total		6,929,706			9,990,150			(3,060,444	)

Cost of sales-production		6,922,148			10,061,164			(3,139,016	)
Cost of OEM		22,776			-			22,776
Loss on factory relocation		359,015			284,987			74,028
Loss on idle capacity		365,310			-			365,310
Total cost of sales		7,669,249			10,346,151			(2,676,902	)
Gross loss		(739,543	)		(356,001	)		(383,542	)

Operating Expenses
Selling expenses		20,426			86,751			(66,325	)
General & administrative expenses		1,040,431			710,457			329,974
Total operation expenses		1,060,857			797,208			263,649
Loss from operation		(1,800,400	)		(1,153,209	)		(647,191	)

Other income (expense):
Interest expense		(356,438	)		(237,581	)		(118,857	)
Other expense		(55,399	)		8,713			(64,122	)
Total other income (expenses), net		(411,837	)		(228,868	)		(182,969	)

Net loss before income taxes		(2,212,237	)		(1,382,077	)		(830,160	)
Income tax expenses		(8,609	)		16,067			(24,676	)
Net loss	$	(2,203,628	)	$	(1,398,144	)	$	(805,484	)

	Years Ended December 31,
	2024			2023			$ Change			% Change
Net cash (used in) provided by:
Operating activities	$	(609,209	)	$	(84,078	)	$	(525,131	)		625	%
Investing activities		(1,947,583	)		(3,017,818	)		1,070,235			(35	)%
Financing activities		2,527,010			1,811,679			715,331			39	%
Effect of foreign currency translation on cash flow		368			(31,875	)		32,243			(101	)%
Net increase (decrease) in cash	$	(29,414	)	$	(1,322,092	)	$	1,292,678			(98	)%

	●	A key pillar of our growth plan is to enhance product innovation and development, and expand new customers, allowing us to stay ahead in a rapidly evolving market and meet the emerging needs of our customers. We are committed to investing in research and development, which will drive the introduction of new products and improvements to existing ones.

	●	Another critical component of our strategy is geographic expansion. We aim to enter new international markets and increase our share in existing markets by leveraging our strong distribution networks and marketing strategies. This will not only diversify our customer base but also reduce our dependency on any single market.

	●	Additionally, we plan to pursue strategic partnerships and acquisitions in different countries (our first target is the U.S.), which will allow us to access new technologies, expand our product lines and enter new markets more rapidly than organic growth alone would permit.

	●	Finally, a focus on operational efficiency and cost management will ensure that we remain competitive and profitable, even as we invest in growth. By optimizing our operations and carefully managing expenses, we can reinvest savings into key growth areas.

	●	Expand our customers basis and strive for additional orders;

	●	Raise funds to support our operations and expand our capacities;

	●	Recruit talent to explore high technology (e.g., advanced technology in our industry, including, among other things, environmental friendly raw materials, etc.); and

	●	That we provide outstanding product quality, customer service and rigid integrity in our business dealings.

Name	Age	Position	Year Commenced
Xingxiu Hua	54	President, Chief Executive Officer & Chairperson of the Board	2021
Hua Wang	32	Chief Financial Officer, Secretary and Director	2021
Jun Tong	54	Director	2021
Jiangwei Yan	61	Director	2023
Wei Xu	55	Director	2023
Rong Yu	53	Director	2023
Yifeng Xu	46	Director	2023

	●	the director is, or at any time during the past three (3) years was, an employee of the company;

	●	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

	●	the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

	●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or

	●	the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

	●	discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

	●	discussing with management major risk assessment and risk management policies;

	●	monitoring the independence of the independent auditor;

	●	verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

	●	reviewing and approving all related-party transactions;

	●	inquiring and discussing with management our compliance with applicable laws and regulations;

	●	pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

	●	appointing or replacing the independent auditor;

	●	determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

	●	establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

	●	approving reimbursement of expenses incurred by our management team in identifying potential target businesses.